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REG-Smurfit Westrock plc Smurfit Westrock Reports Second Quarter 2025 Results

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Smurfit Westrock Reports Second Quarter 2025 Results

 

Smurfit Westrock plc (NYSE: SW, LSE: SWR) today announced the financial
results for the second quarter ended June 30, 2025.

Key points:


 * Second quarter Net Sales of $7,940 million

 * Second quarter Net Loss of $26 million, with a Net Income Margin of negative
0.3%

 * Second quarter Adjusted EBITDA(1) of $1,213 million, with an Adjusted EBITDA
Margin(1) of 15.3%

 * Quarterly dividend of $0.4308 per ordinary share

 * On July 2, Fitch upgraded our long-term issuer rating to BBB+ with stable
outlook

Smurfit Westrock plc’s performance for the three months ended June 30, 2025
and 2024 (in millions, except margins):
                                            June 30,                     
                                                2025            2024(2)  
 Net Sales                                  $   7,940       $   2,969    
 Net (Loss) Income                          $   (26)        $   132      
 Net (Loss) Income Margin                       (0.3%)          4.4%     
 Adjusted EBITDA(1)                         $   1,213       $   480      
 Adjusted EBITDA Margin(1)                      15.3%           16.2%    
 Net Cash Provided by Operating Activities  $   829         $   340      
 Adjusted Free Cash Flow(1)                 $   387         $   189      


Tony Smurfit, President and CEO, commented:

“I am pleased to report a strong second quarter performance as we continue
to deliver in line with our Adjusted EBITDA guidance. This performance is
driven by the significant improvement in our North American business and
continued excellent results from our Latin American operations, somewhat
offset by a resilient performance from our EMEA and APAC businesses.

“As a result of costs associated with the previously announced closures and
other restructuring actions totaling $280 million, the Net Loss was $26
million for the quarter. Our Adjusted EBITDA was $1,213 million, with an
Adjusted EBITDA margin of 15.3%.

“While at the early stages of our journey, I am pleased to deliver a
significant improvement in our North American operations, with an Adjusted
EBITDA of $752 million and an Adjusted EBITDA margin of 15.8% for the quarter,
as a result of our sharper operating focus and the benefit of our synergy
program.

“In our EMEA and APAC operations, Adjusted EBITDA was $372 million and
Adjusted EBITDA margin was 13.4% for the quarter. Against a challenging
European backdrop, we believe we continue to outperform the industry due to
our customer centric approach and leadership in innovation and sustainability.

“Our Latin American operations, which reported an Adjusted EBITDA of $123
million and a 23.7% Adjusted EBITDA margin for the quarter, continue to
benefit from strong market positions and improvement in our performance across
the region.

“With our geographic reach, unrivalled product portfolio and most
importantly our people, we see extensive opportunities across all our regions.
In North America, we believe the implementation of our operating model will
drive continued significant improvement. In our EMEA and APAC region, we have
a well invested asset base and strong market positions, primed to take
advantage of an improved demand environment. Latin America remains a region of
substantial growth opportunities, both organic and inorganic.

“I am increasingly excited about the performance and prospects of the
business and assuming the current conditions prevail, we expect third quarter
Adjusted EBITDA(3) to be approximately $1.3 billion and our current estimate
for a full year Adjusted EBITDA(3) remains between $5.0 billion and $5.2
billion."

Dividend

Smurfit Westrock plc announced today that its Board approved a quarterly
dividend of $0.4308 per share on its ordinary shares. The quarterly dividend
of $0.4308 per ordinary share is payable September 18, 2025 to shareholders of
record at the close of business on August 15, 2025.

The default payment currency is U.S. Dollar for shareholders who hold their
ordinary shares through a Depository Trust Company participant. It is also
U.S. Dollar for shareholders holding their ordinary shares in registered form,
unless a currency election has been registered with the Company’s Transfer
Agent, Computershare Trust Company N.A. by 5:00 p.m. (New York) / 10:00 p.m.
(Dublin) on August 14, 2025.

The default payment currency for shareholders holding their ordinary shares in
the form of Depository Interests is U.S. Dollar. Such shareholders can elect
to receive the dividend in Pounds Sterling or Euro by providing their
instructions to the Company’s Depositary Interest provider, Computershare
Investor Services plc, by 12:00 p.m. (New York) / 5:00 p.m. (Dublin) on August
27, 2025.
 (1)  Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Free Cash Flow are         
      non-GAAP measures. See the “Non-GAAP Financial Measures and                     
      Reconciliations” below for discussion and reconciliation of these measures      
      to the most comparable GAAP measures.                                           
 (2)  All results reported for the three months ended June 30, 2024 reflect the       
      historical financial results of legacy Smurfit Kappa Group plc, which is        
      considered the accounting acquirer in the combination between Smurfit Kappa     
      Group plc and WestRock Company, which closed on July 5, 2024.                   
 (3)  Adjusted EBITDA is a non-GAAP financial measure. We have not reconciled         
      Adjusted EBITDA outlook to the most comparable GAAP outlook because it is not   
      possible to do so without unreasonable efforts due to the uncertainty and       
      potential variability of reconciling items, which are dependent on future       
      events and often outside of management’s control and which could be             
      significant. Because such items cannot be reasonably predicted with the level   
      of precision required, we are unable to provide an outlook for the comparable   
      GAAP measure (net income).                                                      


Earnings Call

Management will host an earnings conference call today at 7:30 AM ET / 12:30
PM BST to discuss Smurfit Westrock’s financial results. The conference call
will be accessible through a live webcast. Interested investors and other
individuals can access the webcast, earnings release, and earnings
presentation via the Company’s website at www.smurfitwestrock.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.smurfitwestrock.com&esheet=54299148&newsitemid=20250730466176&lan=en-US&anchor=www.smurfitwestrock.com&index=1&md5=b67a80c6443bb77a44ea8418301ef0e9)
. The webcast will be available at
https://investors.smurfitwestrock.com/overview
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Finvestors.smurfitwestrock.com%2Foverview&esheet=54299148&newsitemid=20250730466176&lan=en-US&anchor=https%3A%2F%2Finvestors.smurfitwestrock.com%2Foverview&index=2&md5=77f72e32eeb8bdf77b03c328b93eaaaf)
and a replay of the webcast will be available on the website shortly after the
call.

Forward Looking Statements

This press release includes certain “forward-looking statements”
(including within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended)
regarding, among other things, the plans, strategies, outcomes, outlooks, and
prospects, both business and financial, of Smurfit Westrock, the expected
benefits of the completed combination of Smurfit Kappa Group plc and WestRock
Company (the “Combination”), including, but not limited to, synergies as
well as our scale, geographic reach and product portfolio, demand outlook,
impact of announced closures, additional economic downtime and any other
statements regarding the Company's future expectations, beliefs, plans,
objectives, results of operations, financial condition and cash flows, or
future events, outlook or performance. Statements that are not historical
facts, including statements about the beliefs and expectations of the
management of the Company, are forward-looking statements. Words such as
“may”, “will”, “could”, “should”, “would”,
“anticipate”, “intend”, “estimate”, “project”, “plan”,
“believe”, “expect”, “target”, “prospects”, “potential”,
“commit”, “forecasts”, “aims”, “considered”, “likely” and
variations of these words and similar future or conditional expressions are
intended to identify forward-looking statements but are not the exclusive
means of identifying such statements. While the Company believes these
expectations, assumptions, estimates and projections are reasonable, such
forward-looking statements are only predictions and involve known and unknown
risks and uncertainties, many of which are beyond the control of the Company.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend upon future circumstances that may or
may not occur. Actual results may differ materially from the current
expectations of the Company depending upon a number of factors affecting its
business, including risks associated with the integration and performance of
the Company following the Combination. Important factors that could cause
actual results to differ materially from plans, estimates or expectations
include: changes in demand environment, our ability to deliver on our closure
plan and associated efforts; our future cash payments associated with these
initiatives; potential future cost savings associated with such initiatives;
the amount of charges and the timing of such charges or actions described
herein; potential future impairment charges; accuracy of assumptions
associated with the charges; economic, competitive and market conditions
generally, including macroeconomic uncertainty, customer inventory
rebalancing, the impact of inflation and increases in energy, raw materials,
shipping, labor and capital equipment costs; geo-economic fragmentation and
protectionism such as tariffs, trade wars or similar governmental actions
affecting the flows of goods, services or currency (including the
implementation of tariffs by the US federal government and reciprocal tariffs
and other protectionist or retaliatory measures governments in Europe, Asia,
and other countries have taken or may take in response); the impact of public
health crises, such as pandemics and epidemics and any related company or
governmental policies and actions to protect the health and safety of
individuals or governmental policies or actions to maintain the functioning of
national or global economies and markets; reduced supply of raw materials,
energy and transportation, including from supply chain disruptions and labor
shortages; developments related to pricing cycles and volumes; intense
competition; the ability of the Company to successfully recover from a
disaster or other business continuity problem due to a hurricane, flood,
earthquake, terrorist attack, war, pandemic, security breach, cyber-attack,
power loss, telecommunications failure or other natural or man-made events,
including the ability to function remotely during long-term disruptions; the
Company's ability to respond to changing customer preferences and to protect
intellectual property; the amount and timing of the Company's capital
expenditures; risks related to international sales and operations; failures in
the Company's quality control measures and systems resulting in faulty or
contaminated products; cybersecurity risks, including threats to the
confidentiality, integrity and availability of data in the Company's systems;
works stoppages and other labor disputes; the Company’s ability to establish
and maintain effective internal controls over financial reporting in
accordance with the Sarbanes Oxley Act of 2002, as amended, and remediate any
weaknesses in controls and processes; the Company's ability to retain or hire
key personnel; risks related to sustainability matters, including climate
change and scarce resources, as well as the Company's ability to comply with
changing environmental laws and regulations; the Company's ability to
successfully implement strategic transformation initiatives; results and
impacts of acquisitions by the Company; the Company's significant levels of
indebtedness; the impact of the Combination on the Company's credit ratings;
the potential impairment of assets and goodwill; the availability of
sufficient cash to distribute dividends to the Company's shareholders in line
with current expectations; the scope, costs, timing and impact of any
restructuring of operations and corporate and tax structure; evolving legal,
regulatory and tax regimes; changes in economic, financial, political and
regulatory conditions in Ireland, the United Kingdom, the United States and
elsewhere, and other factors that contribute to uncertainty and volatility,
natural and man-made disasters, civil unrest, geopolitical uncertainty, and
conditions that may result from legislative, regulatory, trade and policy
changes associated with the current or subsequent Irish, US or UK
administrations; legal proceedings instituted against the Company; actions by
third parties, including government agencies; the Company's ability to
promptly and effectively integrate Smurfit Kappa's and WestRock's businesses;
the Company's ability to achieve the synergies and value creation contemplated
by the Combination; the Company's ability to meet expectations regarding the
accounting and tax treatments of the Combination, including the risk that the
Internal Revenue Service may assert that the Company should be treated as a US
corporation or be subject to certain unfavorable US federal income tax rules
under Section 7874 of the Internal Revenue Code of 1986, as amended, as a
result of the Combination; other factors such as future market conditions,
currency fluctuations, the behavior of other market participants, the actions
of regulators and other factors such as changes in the political, social and
regulatory framework in which the Company's group operates or in economic or
technological trends or conditions, and other risk factors included in the
Company's filings with the Securities and Exchange Commission, including the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2024. Neither the Company nor any of its associates or directors, officers or
advisers provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any such forward-looking
statements will actually occur. You are cautioned not to place undue reliance
on these forward-looking statements. Other than in accordance with its legal
or regulatory obligations (including under the UK Listing Rules, the
Disclosure Guidance and Transparency Rules, the UK Market Abuse Regulation and
other applicable regulations), the Company is under no obligation, and the
Company expressly disclaims any intention or obligation, to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.

About Smurfit Westrock

Smurfit Westrock is a leading provider of paper-based packaging solutions in
the world, with approximately 100,000 employees across 40 countries.
 Condensed Consolidated Statements of Operations (Unaudited)                                                                                                
 (in $ millions, except per share data)                                                                                                                     
                                                                                   Three months ended                    Six months ended                   
                                                                                   
                                     
                                  
                                                                                   
June 30,                             
June 30,                          
                                                                                   2025                2024              2025                 2024          
 Net sales                                                                     $   7,940         $     2,969         $   15,596         $     5,899         
 Cost of goods sold                                                                (6,425  )           (2,276  )         (12,504  )           (4,496  )     
 Gross profit                                                                      1,515               693               3,092                1,403         
 Selling, general and administrative expenses                                      (963    )           (389    )         (1,936   )           (769    )     
 Impairment and restructuring costs                                                (280    )           -                 (295     )           -             
 Transaction and integration-related expenses associated with the Combination      (21     )           (60     )         (57      )           (83     )     
 Operating profit                                                                  251                 244               804                  551           
 Pension and other postretirement non-service income (expense), net                7                   (29     )         16                   (39     )     
 Interest expense, net                                                             (182    )           (33     )         (349     )           (58     )     
 Other (expense) income, net                                                       (18     )           5                 (23      )           -             
 Income before income taxes                                                        58                  187               448                  454           
 Income tax expense                                                                (84     )           (55     )         (92      )           (131    )     
 Net (loss) income                                                                 (26     )           132               356                  323           
 Net income attributable to noncontrolling interests                               (2      )           -                 -                    -             
 Net (loss) income attributable to common shareholders                         $   (28     )     $     132           $   356            $     323           
                                                                                                                                                            
 Basic (loss) earnings per share attributable to common shareholders           $   (0.05   )     $     0.51          $   0.68           $     1.25          
                                                                                                                                                            
 Diluted (loss) earnings per share attributable to common shareholders         $   (0.05   )     $     0.51          $   0.68           $     1.24          


Segment Information

We report our financial results of operations in the following three
reportable segments:


 1. North America, which includes operations in the U.S., Canada and Mexico.

 2. Europe, the Middle East and Africa (“MEA”) and Asia-Pacific (“APAC”).

 3. Latin America (“LATAM”), which includes operations in Central America and
Caribbean, Argentina, Brazil, Chile, Colombia, Ecuador and Peru.

Segment profitability is measured based on Adjusted EBITDA, defined as income
before income taxes, unallocated corporate costs, depreciation, depletion and
amortization, interest expense, net, pension and other postretirement
non-service income (expense), net, share-based compensation expense, other
(expense) income, net, amortization of fair value step up on inventory,
transaction and integration-related expenses associated with the Combination,
impairment and restructuring costs and other specific items that management
believes are not indicative of the ongoing operating results of the business.
The chief operating decision maker (“CODM”) uses Adjusted EBITDA for each
segment predominantly: to forecast and assess the performance of the segments,
individually and comparatively; to set pricing strategies for the segments;
and to make decisions about the allocation of operating and capital resources
to each segment strategically, in the annual budget and in the quarterly
forecasting process. The CODM considers budget, or forecast, -to-actual
variances on a quarterly and annual basis for segment Adjusted EBITDA to
inform these decisions.
 Financial information by segment is summarized below (in $ millions, except                               
 margins).                                                                                                 
                                            Three months ended                Six months ended             
                                            
                                 
                            
                                            
June 30,                         
June 30,                    
                                            2025                 2024         2025                  2024   
 Net sales (aggregate)                                                                                     
 North America                          $   4,755         $      438      $   9,424          $      850    
 Europe, MEA and APAC                       2,778                2,211        5,360                 4,405  
 LATAM                                      518                  340          1,031                 681    
 Total                                  $   8,051         $      2,989    $   15,815         $      5,936  
                                                                                                           
 Less net sales (intersegment)                                                                             
 North America                          $   103           $      1        $   194            $      1      
 Europe, MEA and APAC                       5                    4            11                    8      
 LATAM                                      3                    15           14                    28     
 Total                                  $   111           $      20       $   219            $      37     
                                                                                                           
 Net sales (unaffiliated customers)                                                                        
 North America                          $   4,652         $      437      $   9,230          $      849    
 Europe, MEA and APAC                       2,773                2,207        5,349                 4,397  
 LATAM                                      515                  325          1,017                 653    
 Total                                  $   7,940         $      2,969    $   15,596         $      5,899  
                                                                                                           
 Segment Adjusted EBITDA                                                                                   
 North America                          $   752           $      61       $   1,537          $      120    
 Europe, MEA and APAC                       372                  362          761                   747    
 LATAM                                      123                  87           238                   141    
 Total                                  $   1,247         $      510      $   2,536          $      1,008  
                                                                                                           
 Adjusted EBITDA Margin                                                                                    
 Adjusted EBITDA/Net sales (aggregate)                                                                     
 North America                              15.8%                13.9%        16.3%                 14.1%  
 Europe, MEA and APAC                       13.4%                16.4%        14.2%                 17.0%  
 LATAM                                      23.7%                25.6%        23.1%                 20.8%  

 Condensed Consolidated Balance Sheets (Unaudited)                                                                  
 (in $ millions, except share data)                                                                                 
                                                                                      June 30,        December 31,  
                                                                                      
               
             
                                                                                      
2025           
2024         
 Assets                                                                                                             
 Current assets:                                                                                                    
 Cash and cash equivalents (amounts related to consolidated variable interest     $   778         $   855           
 entities of $5 million and $2 million at June 30, 2025 and December 31, 2024,                                      
 respectively)                                                                                                      
 Accounts receivable, net (amounts related to consolidated variable interest          4,844           4,117         
 entities of $893 million and $767 million at June 30, 2025 and December 31,                                        
 2024, respectively)                                                                                                
 Inventories                                                                          3,774           3,550         
 Other current assets                                                                 1,583           1,533         
 Total current assets                                                                 10,979          10,055        
 Property, plant and equipment, net                                                   23,097          22,675        
 Goodwill                                                                             7,207           6,822         
 Intangibles, net                                                                     1,107           1,117         
 Prepaid pension asset                                                                677             635           
 Other non-current assets (amounts related to consolidated variable interest          2,679           2,455         
 entities of $389 million and $389 million at June 30, 2025 and December 31,                                        
 2024, respectively)                                                                                                
 Total assets                                                                     $   45,746      $   43,759        
 Liabilities and Equity                                                                                             
 Current liabilities:                                                                                               
 Accounts payable                                                                 $   3,380       $   3,290         
 Accrued compensation and benefits                                                    872             882           
 Current portion of debt                                                              1,034           1,053         
 Other current liabilities                                                            2,305           2,108         
 Total current liabilities                                                            7,591           7,333         
 Non-current debt due after one year (amounts related to consolidated variable        13,329          12,542        
 interest entities of $296 million and $8 million at June 30, 2025 and December                                     
 31, 2024, respectively)                                                                                            
 Deferred tax liabilities                                                             3,482           3,600         
 Pension liabilities and other postretirement benefits, net of current portion        746             706           
 Other non-current liabilities (amounts related to consolidated variable              2,274           2,191         
 interest entities of $334 million and $335 million at June 30, 2025 and                                            
 December 31, 2024, respectively)                                                                                   
 Total liabilities                                                                    27,422          26,372        
 Equity:                                                                                                            
 Preferred stock; $0.001 par value; 500,000,000 shares authorized; 10,000             -               -             
 shares outstanding                                                                                                 
 Common stock; $0.001 par value; 9,500,000,000 shares authorized; 522,058,394         1               1             
 and 520,444,261 shares outstanding at June 30, 2025 and December 31, 2024,                                         
 respectively                                                                                                       
 Deferred shares; €1 par value; 25,000 shares authorized; Nil and 25,000              -               -             
 shares outstanding at June 30, 2025 and December 31, 2024, respectively                                            
 Treasury stock; at cost; 1,459,832 and 2,037,589 common stock at June 30, 2025       (65)            (93)          
 and December 31, 2024, respectively                                                                                
 Capital in excess of par value                                                       16,018          15,948        
 Accumulated other comprehensive loss                                                 (428)           (1,446)       
 Retained earnings                                                                    2,771           2,950         
 Total shareholders’ equity                                                           18,297          17,360        
 Noncontrolling interests                                                             27              27            
 Total equity                                                                         18,324          17,387        
 Total liabilities and equity                                                     $   45,746      $   43,759        

 Condensed Consolidated Statements of Cash Flows (Unaudited)                                                                                     
 (In millions)                                                                                                                                   
                                                                                   Three months ended                Six months ended            
                                                                                   
                                 
                           
                                                                                   
June 30,                         
June 30,                   
                                                                                   2025                 2024         2025                 2024   
 Operating activities:                                                                                                                           
 Net (loss) income                                                             $   (26)          $      132      $   356           $      323    
 Adjustments to reconcile consolidated net (loss) income to net cash provided                                                                    
 by operating activities:                                                                                                                        
 Depreciation, depletion and amortization                                          613                  160          1,216                308    
 Impairment charges                                                                184                  -            184                  -      
 Cash surrender value increase in excess of premiums paid                          (15)                 -            (20)                 -      
 Share-based compensation expense                                                  36                   16           79                   31     
 Deferred income tax benefit                                                       (98)                 (8)          (127)                (10)   
 Pension and other postretirement funding more than cost                           (36)                 4            (59)                 (4)    
 Other                                                                             5                    (2)          6                    (1)    
 Change in operating assets and liabilities, net of acquisitions and                                                                             
 divestitures:                                                                                                                                   
 Accounts receivable                                                               (92)                 (40)         (434)                (236)  
 Inventories                                                                       7                    (28)         (55)                 (20)   
 Other assets                                                                      -                    (54)         (47)                 (105)  
 Accounts payable                                                                  82                   90           (35)                 (12)   
 Income taxes                                                                      79                   3            9                    63     
 Accrued liabilities and other                                                     90                   67           (9)                  45     
 Net cash provided by operating activities                                         829                  340          1,064                382    
 Investing activities:                                                                                                                           
 Capital expenditures                                                              (522)                (177)        (999)                (385)  
 Cash paid for purchase of businesses, net of cash acquired                        (1)                  (28)         (5)                  (28)   
 Proceeds from sale of property, plant and equipment                               -                    3            -                    3      
 Other                                                                             3                    (1)          8                    -      
 Net cash used for investing activities                                            (520)                (203)        (996)                (410)  
 Financing activities:                                                                                                                           
 Additions to debt                                                                 203                  2,757        498                  2,812  
 Repayments of debt                                                                (56)                 (6)          (121)                (33)   
 Debt issuance costs                                                               (1)                  (29)         (6)                  (29)   
 Changes in commercial paper, net                                                  (264)                -            (18)                 -      
 Other debt repayments, net                                                        (2)                  (4)          (18)                 (4)    
 Repayments of finance lease liabilities                                           (7)                  -            (23)                 (1)    
 Tax paid in connection with shares withheld from employees                        (3)                  -            (67)                 -      
 Purchases of treasury stock                                                       -                    -            -                    (27)   
 Cash dividends paid to shareholders                                               (225)                (335)        (450)                (335)  
 Other                                                                             -                    (1)          1                    (1)    
 Net cash (used for) provided by financing activities                              (355)                2,382        (204)                2,382  
 Effect of exchange rate changes on cash and cash equivalents                      27                   (5)          59                   (29)   
 (Decrease) increase in cash and cash equivalents                                  (19)                 2,514        (77)                 2,325  
 Cash and cash equivalents at beginning of period                                  797                  811          855                  1,000  
 Cash and cash equivalents at end of period                                    $   778           $      3,325    $   778           $      3,325  


Non-GAAP Financial Measures and Reconciliations

Smurfit Westrock plc (“Smurfit Westrock”) reports its financial results in
accordance with accounting principles generally accepted in the United States
("GAAP"). However, management believes certain non-GAAP financial measures
provide Smurfit Westrock’s Board of directors, investors, potential
investors, securities analysts and others with additional meaningful financial
information that should be considered when assessing its ongoing performance.
Smurfit Westrock management also uses these non-GAAP financial measures in
making financial, operating and planning decisions, and in evaluating company
performance. Non-GAAP financial measures are not intended to be considered in
isolation of or as a substitute for, or superior to, financial information
prepared and presented in accordance with GAAP and should be viewed in
addition to, and not as an alternative for, the GAAP results. The non‑GAAP
financial measures we present may differ from similarly captioned measures
presented by other companies. Smurfit Westrock uses the non-GAAP financial
measures “Adjusted EBITDA,” “Adjusted EBITDA Margin,” and “Adjusted
Free Cash Flow.” We discuss below details of the non-GAAP financial measures
presented by us and provide reconciliations of these non‑GAAP financial
measures to the most directly comparable financial measures calculated in
accordance with GAAP.

Definitions

Smurfit Westrock uses the non-GAAP financial measures “Adjusted EBITDA”
and “Adjusted EBITDA Margin” to evaluate its overall performance. The
composition of Adjusted EBITDA is not addressed or prescribed by GAAP. Smurfit
Westrock defines Adjusted EBITDA as net (loss) income before income tax
expense, depreciation, depletion and amortization, interest expense, net,
pension and other postretirement non-service income (expense), net,
share‑based compensation expense, other (expense) income, net, amortization
of fair value step up on inventory, transaction and integration-related
expenses associated with the Combination, impairment and restructuring costs
and other specific items that management believes are not indicative of the
ongoing operating results of the business.

Management believes Adjusted EBITDA and Adjusted EBITDA Margin measures
provide Smurfit Westrock’s management, Board of directors, investors,
potential investors, securities analysts and others with useful information to
evaluate Smurfit Westrock’s performance relative to other periods because it
adjusts out non‑recurring items that management believes are not indicative
of the ongoing results of the business. Adjusted EBITDA Margin is calculated
as Adjusted EBITDA divided by Net Sales.

Smurfit Westrock uses the non-GAAP financial measure “Adjusted Free Cash
Flow”. Smurfit Westrock defines Adjusted Free Cash Flow as net cash provided
by operating activities as adjusted for capital expenditures and to exclude
certain costs not reflective of underlying ongoing operations. Management
utilizes this measure in connection with managing Smurfit Westrock’s
business and believes that Adjusted Free Cash Flow is useful to investors as a
liquidity measure because it measures the amount of cash generated that is
available, after reinvesting in the business, to maintain a strong balance
sheet, pay dividends, repurchase stock, service debt and make investments for
future growth. It should not be inferred that the entire free cash flow amount
is available for discretionary expenditures. By adjusting for certain items
that are not indicative of Smurfit Westrock’s underlying operational
performance, Smurfit Westrock believes that Adjusted Free Cash Flow also
enables investors to perform meaningful comparisons between past and present
periods.

Reconciliations to Most Comparable GAAP Measure

Set forth below is a reconciliation of the non-GAAP financial measures
Adjusted EBITDA and Adjusted EBITDA Margin to Net (Loss) Income and Net (Loss)
Income Margin, the most directly comparable GAAP measures, for the periods
indicated (in millions, except margins).
                                                                                   Three months ended                 Six months ended             
                                                                                   
                                  
                            
                                                                                   
June 30,                          
June 30,                    
                                                                                   2025                  2024         2025                  2024   
 Net (loss) income                                                             $   (26)           $      132      $   356            $      323    
 Income tax expense                                                                84                    55           92                    131    
 Depreciation, depletion and amortization                                          613                   160          1,216                 308    
 Impairment and restructuring costs ((1))                                          280                   -            295                   -      
 Transaction and integration-related expenses associated with the Combination      21                    60           57                    83     
 Interest expense, net                                                             182                   33           349                   58     
 Pension and other postretirement non-service (income) expense, net                (7)                   29           (16)                  39     
 Share-based compensation expense                                                  36                    16           79                    31     
 Other expense (income), net                                                       18                    (5)          23                    -      
 Other adjustments ((2))                                                           12                    -            14                    (18)   
 Adjusted EBITDA                                                               $   1,213          $      480      $   2,465          $      955    
                                                                                                                                                   
 Net Sales                                                                     $   7,940          $      2,969    $   15,596         $      5,899  
 Net (Loss) Income Margin                                                          (0.3)%                4.4%         2.3%                  5.5%   
 
                                                                                                                                                 
 
(Net (Loss) Income/Net Sales)                                                                                                                    
 Adjusted EBITDA Margin                                                            15.3%                 16.2%        15.8%                 16.2%  
 
                                                                                                                                                 
 
(Adjusted EBITDA/Net Sales)                                                                                                                      

 ((1)) Impairment and restructuring costs for the three months ended June 30,     
 2025, include impairment charges of $176 million, severance and other            
 restructuring costs of $54 million associated with previously announced          
 closures and costs associated with other individually immaterial restructuring   
 plans totaling $50 million (three months ended June 30, 2024: $- million).       
 Impairment and restructuring costs for the six months ended June 30, 2025,       
 include impairment charges of $176 million, severance and other restructuring    
 costs of $54 million associated with previously announced closures and costs     
 associated with other individually immaterial restructuring plans totaling $65   
 million (six months ended June 30, 2024: $- million).                            

 ((2)) Other adjustments for the three months ended June 30, 2025, include        
 losses at closed facilities of $12 million (three months ended June 30, 2024:    
 $- million). Other adjustments for the six months ended June 30, 2025, include   
 losses at closed facilities of $14 million (six months ended June 30, 2024: $-   
 million). Other adjustments for the six months ended June 30, 2024, include a    
 reimbursement of a fine from the Italian Competition Authority of $18 million.   


Set forth below is a reconciliation of the non-GAAP financial measure Adjusted
Free Cash Flow to Net cash provided by operating activities, the most directly
comparable GAAP measure, for the periods indicated (in millions).
                                                Three months ended                Six months ended            
                                                
                                 
                           
                                                
June 30,                         
June 30,                   
                                                2025                 2024         2025                 2024   
 Net cash provided by operating activities  $   829           $      340      $   1,064         $      382    
 Capital expenditures                           (522)                (177)        (999)                (385)  
 Free Cash Flow                             $   307           $      163      $   65            $      (3)    
 Adjustments:                                                                                                 
 Transaction and integration costs              21                   23           97                   57     
 Restructuring costs                            68                   4            112                  7      
 Tax on above items                             (9)                  (1)          (31)                 (2)    
 Adjusted Free Cash Flow                    $   387           $      189      $   243           $      59     


Ciarán Potts 

Smurfit Westrock

T: +353 1 202 71 27

E: ir@smurfitwestrock.com (mailto:ir@smurfitwestrock.com)

FTI Consulting 

T: +353 1 765 0800

E: smurfitwestrock@fticonsulting.com
(mailto:smurfitwestrock@fticonsulting.com)



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